AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

Table of Contents
Grants of Plan-Based Awards for Fiscal Year 2012
Name
Grant
Date
Estimated Future Payouts
Estimated Future Payouts
Under Non-Equity Incentive
Under Equity Incentive
Plan Awards ($) (1) Plan Awards (#) (2 )
Threshold Target Maximum Threshold Target Maximum
29
All Other
Stock
Awards:
Number of
Shares of Grant Date
Stock or Units Fair Value of
Stock Awards
(#) (1) ($) (7 )
Barry D. Zyskind
Annual Bonus
(3 )
2/15/12 $ — $ 1,500,000 $ 2,925,000 275,000 $ 6,812,500
Performance Award 5/24/12 137,500 275,000 412,500 7,365,000
(2 )
Ronald E. Pipoly,
Jr.
Annual Bonus
(4 )
3/5/13 — — 1,500,000 — — — 16,312 566,679
Max G. Caviet
Annual Bonus
(5 )
3/5/13 — 713,205 2,139,615 — — — 20,532 713,282
Michael J. Saxon
Annual Bonus
(6 )
3/5/13 — 600,000 1,200,000 — — — 17,272 600,029
Christopher M.
Longo
Annual Bonus
(6 )
3/5/13 — 500,000 1,000,000 — — — 15,832 550,004
(1) Each named executive officer’s employment agreement, other than Mr. Pipoly’s, provides for an annual bonus equal to a predetermined
percentage of the company’s profits. See “Compensation Discussion and Analysis — Executive Compensation — Bonus”
for further explanation of the calculation of these bonuses for 2012. For 2012, Messrs. Pipoly, Saxon and Longo each also received a
discretionary bonus. Each named executive officer, other than Mr. Zyskind, received one-third of the bonus listed in this column of the
table and the discretionary bonus in restricted stock units as shown in the “All Other Stock Awards” column of this table. For the
portion of the annual and discretionary bonus paid in cash, see the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of
the Summary Compensation Table for Fiscal Year 2012. This column also includes Mr. Zyskind’s restricted share grant.
(2) Mr. Zyskind received an award of performance shares to be earned based upon the company’s performance in ROE and operating
income, as adjusted, for the 24-month period commencing January 1, 2012 and ending December 31, 2013, that will vest in two equal
installments on December 31, 2014 and 2015. The Compensation Committee granted this award to Mr. Zyskind on March 27, 2012, but
the grant was not effective until May 24, 2012 once our shareholders approved an amendment to our 2010 Omnibus Incentive Plan that
permitted this award.
(3) Mr. Zyskind is entitled to an annual bonus of 2% of our pre-tax profits for the fiscal year, provided that our pre-tax profits equals or
exceeds $75 million, which would give him a bonus in the amount of $1,500,000, and subject to a cap of three times his annual base
salary, which would give him a bonus in the maximum amount of $2,925,000. For fiscal year 2012, our pre-tax profits were $224.9
million, so the maximum bonus Mr. Zyskind could receive was three times his annual base salary.
(4) Mr. Pipoly’s annual bonus has no threshold or target, but cannot be more than three times his annual base salary. In 2012, one-third of
Mr. Pipoly’s bonus was paid in restricted stock units.
(5) Mr. Caviet is entitled to an annual bonus of 10% of the pre-tax net operating income arising from the specialty risk and extended
warranty business under his direct or indirect supervision, provided that the pre-tax net operating income equals or exceeds 75% of the
greater of the profit for the preceding calendar year or the base line profit in 2008, subject to a cap of a multiple of Mr. Caviet’s annual
base salary. The cap for fiscal year 2012 was three times Mr. Caviet’s annual base salary, which was $2,139,615, because the pre-tax net
operating income arising from the specialty risk and extended warranty business under his direct or indirect supervision was more than
110% of his profit target of $17.4 million. In 2012, one-third of Mr. Caviet’s bonus was paid in restricted stock units.
(6) Mr. Saxon and Mr. Longo are entitled to annual bonuses of 1% of our profits for the fiscal year, as long as the profit is no less than 75%
of the greater of our profit for the preceding calendar year or our base line profit for fiscal year 2009. If the profits were equal to or
greater than 75% of our profit for fiscal year 2011, Mr. Saxon and Mr. Longo would have been entitled to an annual bonus equal to their
respective current annual salaries. Since the profits for fiscal year 2012 were greater than 100% but not in excess of 110% of the profit
for the preceding calendar year, both Mr. Saxon’s and Mr. Longo’s annual bonuses were capped at two times their respective current
annual salaries, with one-third of the bonus paid in restricted stock units.